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Steinway Announces Agreement for Private Placement of Common Stock; Will Appoint New Director

WALTHAM, MA - November 5, 2009 - Steinway Musical Instruments, Inc. (NYSE: LVB), one of the world's leading manufacturers of musical instruments, today announced that it has signed an agreement with Samick Musical Instruments Co., Ltd. for a private placement of 1.7 million shares of its ordinary common stock at a price of $16 per share, approximately 37% above the closing market price on October 28, 2009, the date the parties set the purchase price. Steinway intends to use the proceeds of approximately $27 million to retire outstanding debt and for general corporate purposes. Samick was also granted the right to purchase by March 31, 2010 an additional 1.7 million shares of ordinary common stock at an exercise price of $16 per share.

The placement will bring Samick's holdings in Steinway to approximately 1.9 million shares. Steinway's Chairman, Kyle Kirkland, and CEO, Dana Messina, continue to hold 100% of the Company's Class A shares which represent over 80% of the voting power of the total common stock.

In connection with the placement, Mr. Jong Sup Kim, Chairman of Samick Musical Instruments Co., Ltd., will join the Board of Directors of Steinway Musical Instruments bringing the total number of directors to nine.

Dana Messina commented, "I have known Mr. Kim for several years and am very pleased to have a director with his reputation and insight on our board and invested in our future. He has always had a high regard for our productsand is very optimistic about Steinway's future in Asia and other parts of the world. Samick's investment is a clear endorsement of our long term strategy and future prospects."

Kyle Kirkland added, "Given current economic conditions, we've seen several opportunities to increase our market presence in all areas of our industry. Samick's minority investment provides added liquidity, enabling us to move aggressively on opportunities as they arise."

J. S. Kim is considered one of the most successful business leaders in Korea, owning twelve companies in various industries. He is the controlling shareholder of Samick and has served as its chairman for the last seven years where he successfully engineered a turnaround to profitability. Mr. Kim also serves as the chairman of Speco Co., Ltd., one of Korea's leading road building machinery companies. He is a graduate of the prestigious Seoul National University in Seoul, Korea.

Mr. Kim commented, "I believe Steinway Musical Instruments offers tremendous investment value even at a premium to the current market price. The Steinway piano and brand are incomparable worldwide and it is an honor for us to be an investor in the Company. Steinway has great potential throughout the world and is well positioned to capitalize on near term growth opportunities in the Asian piano markets. As financial investors, we look forward to this opportunity to profit from Steinway's world renowned products, proven management and superior market presence."

About Steinway Musical Instruments

Steinway Musical Instruments, Inc., through its Steinway and Conn-Selmer divisions, is one of the world's leading manufacturers of musical instruments. Its notable products include Bach Stradivarius trumpets, Selmer Paris saxophones, C.G. Conn French horns, Leblanc clarinets, King trombones, Ludwig snare drums and Steinway & Sons pianos. Through its online music retailer, ArkivMusic, the Company also distributes classical music recordings. For more information about Steinway Musical Instruments, Inc. please visit the Company's website at www.steinwaymusical.com.

"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995 This release contains "forward-looking statements" which represent the Company's present expectations or beliefs concerning future events. TheCompany cautions that such statements are necessarily based on certain assumptions which are subject to risks and ncertainties which could cause actual results to differ materially from those indicated in this release. These risk factors include the following: changes in general economic conditions; reductions in school budgets; increased ompetition; work stoppages and slowdowns; ability to successfully consolidate band manufacturing; impact of dealer consolidations on orders; ability of dealers to obtain financing; exchange rate fluctuations; variations in the mix of products sold; market acceptance of new products; ability of suppliers to meet demand; concentration of credit risk; fluctuations in effective tax rates resulting from shifts in sources of income; and the ability to successfully operate acquired businesses. Further information on these risk factors is included in the Company's filings with the Securities and Exchange Commission.

Well, Samick is now on the board. But bottom line, I think it's good for Samick, in the long run, to learn from Steinway's process, while it is good for Steinway in the short run, to have some money to take care of debt.

Steinway gets to retire debt, almost always good. Steinway's stock was depressed (it is up well over 5% on the news, although the market is up 2 1/2% overall). So SMC got a good value for its investment.

I would suspect that over time Samick may become the manufacturer of Essex and, quite possibly Boston...another plus for SMC. A 20% or so equity position has a lot of sway on a company!

I don't want to appear as if I have a great deal of "inside information" on this. Although I am sure I will in a day or so, once my sources have a chance to digest and communicate!

Steinway's stock was depressed (it is up well over 5% on the news, although the market is up 2 1/2% overall). So SMC got a good value for its investment.

I would suspect that over time Samick may become the manufacturer of Essex and, quite possibly Boston...another plus for SMC. A 20% or so equity position has a lot of sway on a company!

LVB stock prices in the past 12 months range from under $7 to almost $30. I don't know about the good value of $16. You or I or anyone else could have bought under $14 today even with the recent bump, so we could have gotten a better value than SMC did.

I don't know about a lot of sway either. These are not Class A shares where the voting power is concentrated, so direct input into decisions is limited.

LVB posted a loss in the last quarter. An annual loss is anticipated for 2009. Production of pianos has continued to decline. Band instrument sales have been hammered by the elimination of US public school music programs and loss of purchasing power for those still operating. In terms of leisure products in general, very few stock analysts are even following the segment since nothing suggests an uptick.

IMO this is not about monetary profit on SMC's stock investment, and it's not about supplanting Kawai, Young Chang, or Guangzhou as suppliers either. It's about finding some new markets for Steinway and SMC outside traditional markets that have become increasingly stagnant.

Where do you find large-scale emerging affluence? Hint, it's not in Korea and it's not in the US. This really pits Samick/Steinway against Yamaha/Bosendorfer in competition for China.

Who has the edge? Corporate performance over decades suggests Yamaha. Chinese cultural factors of trust versus distrust favor a Korean suitor over a Japanese.

IMO this is not about monetary profit on SMC's stock investment, and it's not about supplanting Kawai, Young Chang, or Guangzhou as suppliers either. It's about finding some new markets for Steinway and SMC outside traditional markets that have become increasingly stagnant.

Where do you find large-scale emerging affluence? Hint, it's not in Korea and it's not in the US. This really pits Samick/Steinway against Yamaha/Bosendorfer in competition for China.

Who has the edge? Corporate performance over decades suggests Yamaha. Chinese cultural factors of trust versus distrust favor a Korean suitor over a Japanese.

Again, I am speculating but...

A 20% interest, regardless of the class of stock and a seat on a 9-member board certainly allows for significant influence.

Samick is already well positioned in China.

I think this move IS profit motivated.

As you point out, Japanese companies have a real uphill battle selling in China (and Korea). I've been there and to many the "war crimes" happened yesterday!

Steve Cohen Again, I am speculating but...A 20% interest, regardless of the class of stock and a seat on a 9-member board certainly allows for significant influence.

Samick is already well positioned in China.

I think this move IS profit motivated.

Well, I'm speculating too of course, but not on those LVB shares just yet. If you follow the money, it's leads to SMC, not to LVB.

Hey, if you're right and this opens Steinway Musical Instruments' board room to some fresh thinking, great! But the profit has to come from somewhere, and more manufacturing capacity will need to be utilized to get there. That's why China seems like a no-brainer. Why don't you jump in with a order for ten-thousand shares, and maybe I'll follow!

So what does this mean for those of us who don't understand the implications of this kind sale or what a private placement menas?

Good or bad new for Steinway? for Samick? What would motivate Steinway/Samick to do this?

What effect would Samick owning 1.7 million share of Steinway have now or in the future?

Private placement simply means that S&S sold the shares directly to Samick (i.e. they didn't have to convince share holders to sell their shares).

Originally Posted By: Steve Cohen

Again, I am speculating but...

A 20% interest, regardless of the class of stock and a seat on a 9-member board certainly allows for significant influence.

Samick is already well positioned in China.

I think this move IS profit motivated.

As you point out, Japanese companies have a real uphill battle selling in China (and Korea). I've been there and to many the "war crimes" happened yesterday!

Actually the class of stock is quite important. First, the article says that the Mssrs Messina and Kirkland still posses 80% of the voting power due to their Class A shares. That means that even if Samick went ahead and purchased all 3.4m shares (about 40% of all common shares), that they would still only have about 8% of the votes, sizable, but not exactly earth shattering. It's also interesting to note that Samick is apparently getting no Class A shares, that means that if S&S were to go belly up, that Samick would be left with nothing. This then can provide some additional insight into the mindset of Samick and what they expect to get out of this deal.

[edit]Oh and S&S is up about 5% in after hours trading. Samick is down about 2%[/edit]

I don't know. When I read this on the financial news wires yesterday what crossed my mind is that with so little voting influence it looks like glorified loan finance.

In effect swap a bit of bank debt for minimally influential stock, but agree to work together to penetrate deeper into the Chinese market. I find the set up as an alternative to the Yamaha/Boesendorfer arrangement quite compelling.

Many "name" piano companies have had similar investment arrangements in the past that have come and gone.

LVB is not just about pianos, even though it capitalizes on one of its brands and calls itself Steinway Musical Instruments. Pianos are only slightly more important to sales and gross margin than the Conn-Selmer line of band instruments, Ludwig drums, Messer, etc.

This is also a company that continues to struggle financially, with a pot load of high yield long term debt, too much short term debt, and what looks like too much trade finance as well. This deal with Samick allows LVB to retire some expensive debt and improve their debt/equity ratio, without LVB giving up any control in the form of voting rights. Plus they probably get some synergistic entree into China, I would guess mostly for their band instruments.

The company makes no secret of the fact that piano sales are down worldwide and will remain depressed. They've reduced production to get inventories in line with a lower level of sales and they've let people go. In this respect they are no different from thousands of medium size companies worldwide that were over-leveraged, but the difference is they acknowledge their piano product line is facing problems.

Another way to look at this is that high end pianos benefited significantly from the housing bubble around the world, and the free credit that was being passed out by reckless banks. Most customers otherwise would not have had $75,000 in cash to buy one of these instruments. Steinway's top of the line grand piano sales will be stagnant for as long as it takes housing and/or consumer incomes to recover, which could be years and years.

Overall, no company wants to sell equity just to retire debt, even if voting rights aren't affected. This isn't a sign of strength, it's a sign of weakness for Steinway Musical Instruments and for the markets and products it represents.

In effect swap a bit of bank debt for minimally influential stock, but agree to work together to penetrate deeper into the Chinese market. I find the set up as an alternative to the Yamaha/Boesendorfer arrangement quite compelling.

And Samick's line will have the aura of its association with the Steinway name - sort of an extended family of pianos.

Wondering how people would react if one day a Chinese company will be buying shares into an American marque.

well, it's happened in other industries. Think Lenovo buying IBM's PC business including the ThinkPad laptop business and brand. The sky didn't fall thru that transition. Chinese companies also own or have sizeable investments in many resource companies.

Personally I have come to believe that companies, including piano companies, have a distinct advantage to be run by one head instead of corporations with many heads and/or variable interest groups.

It was one of the great successes of postwar Germany that the less complicated management happened to be, the more work got actually done.

Many compamies then survived and later even thrived because of the highly focused interest by one head instead of two, three or more parties, all breathing down each other's necks.... [wifes excluded... ]

These are tough times for many companies and the [healthy] survivors in future will be those with 100% undivided focus on highest possible quality at very best possible prcie.

No squabbling, infighting, time wasting or power struggles.

Perhaps that's why pianoloverus and me could never run the same company....